UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
CLEAN HARBORS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
184496107
--------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
299 Park Avenue Lowenstein Sandler PC
22nd Floor 65 Livingston Avenue
New York, New York 10171 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19, 2004
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 184496107
--------------------------------------------------------------------------------
1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions): WC
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): Not Applicable
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of 7) Sole Voting Power: *
------------------------------------
Shares Beneficially 8) Shared Voting Power: *
------------------------------------
Owned by
Each Reporting 9) Sole Dispositive Power: *
------------------------------------
Person With 10) Shared Dispositive Power: *
------------------------------------
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,059,650*
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 13.2%*
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IA, IN
--------------------------------------------------------------------------------
* Cerberus CH LLC, a Delaware limited liability company ("Cerberus CH"), is the
holder of warrants to purchase an aggregate of 1,509,250 shares (subject to
adjustments in certain circumstances) of common stock, par value $0.01 per share
(the "Shares"), of Clean Harbors, Inc., a Massachusetts corporation (the
"Company"). In addition, Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"), is the holder of 82,145 Shares, Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International"), is the
holder of 228,815 Shares, Cerberus Series Two Holdings, LLC, a Delaware limited
liability company ("Cerberus Series Two"), is the holder of 107,435 Shares,
Cerberus America Series One Holdings, LLC, a Delaware limited liability company
("Cerberus America"), is the holder of 21,405 Shares, and various other private
investment funds (the "Funds") hold in the aggregate 110,600 Shares. Stephen
Feinberg possesses sole power to vote and direct the disposition of all
securities of the Company held by Cerberus CH, Cerberus, International, Cerberus
Series Two, Cerberus America and the Funds. Thus, as of October 19, 2004, for
the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to
beneficially own 2,059,650 Shares, or 13.2% of the Shares deemed issued and
outstanding as of that date.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2004, as of July 29, 2004
there were issued and outstanding 14,084,982 Shares. As of October 19, 2004,
Cerberus CH is the holder of warrants to purchase an aggregate of 1,509,250
Shares (subject to adjustments in certain circumstances), Cerberus is the holder
of 82,145 Shares, International is the holder of 228,815 Shares, Cerberus Series
Two is the holder of 107,435 Shares, Cerberus America is the holder of 21,405
Shares and the Funds hold in the aggregate 110,600 Shares. Stephen Feinberg
possesses sole power to vote and direct the disposition of all securities of the
Company held by Cerberus CH, Cerberus, International, Cerberus Series Two,
Cerberus America and the Funds. Thus, as of October 19, 2004, for the purposes
of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own
2,059,650 Shares, or 13.2% of the Shares deemed issued and outstanding as of
that date.
The only transactions in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by Mr. Feinberg or any person or
entity controlled by him or any person or entity for which he possesses voting
or investment control over the securities thereof since the filing of the
Schedule 13D Amendment No. 7 by Mr. Feinberg as of October 12, 2004, were (i)
the October 13, 2004 sale by Cerberus CH of warrants to acquire an aggregate of
100,000 Shares, in a private transaction with an unrelated third party, at a
sale price of $4.75 per warrant and (ii) the sales of Shares detailed in the
table below (each of which were effected in an ordinary brokerage transaction):
I. Cerberus
-----------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
October 14, 2004 8,960 $11.53
October 19, 2004 50,150 $11.60
October 19, 2004 2,240 $11.47
II. International
-----------------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
October 14, 2004 24,940 $11.53
October 19, 2004 139,680 $11.60
October 19, 2004 6,235 $11.47
III. Cerberus Series Two
------------------------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
October 14, 2004 11,710 $11.53
October 19, 2004 65,585 $11.60
October 19, 2004 2,930 $11.47
IV. Cerberus America
--------------------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
October 14, 2004 2,330 $11.53
October 19, 2004 13,070 $11.60
October 19, 2004 580 $11.47
V. The Funds
------------
(Purchases)
NONE
(Sales)
Date Quantity Price
---- -------- -----
October 14, 2004 12,060 $11.53
October 19, 2004 67,515 $11.60
October 19, 2004 3,015 $11.47
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 20, 2004
/s/ Stephen Feinberg
----------------------------------------
Stephen Feinberg, on behalf of Cerberus
Associates, L.L.C., the general partner
of Cerberus Partners, L.P., the managing
member of Cerberus CH LLC, and Cerberus
Series Two Holdings, LLC, Cerberus
America Series One Holdings, LLC,
Cerberus International, Ltd. and the
Funds
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).